DEF 14A of First Horizon Corp, Mar 11, 2024

DEF 14A of First Horizon Corp

Filed Mar 11, 2024 · FY20230000036966-24-000018

Open on EDGAR

  1. Board Composition and Governance

    Board Composition and Governance

  2. Board Composition and Governance

    | PRACTICE | FIRST HORIZON | PROXY PAGE NUMBER | | Number of director nominees | 13 | 36 | | Independence % of director nominees | 92% (12 of 13) | 15 | | Independence on key* board committees | 100% | 20 | | Is there majority voting for directors (in uncontested elections)? | Yes | 7 | | Must director tender resignation if fails to receive majority vote? | Yes | 36 | | Average director nominee age | 64 years | 40-44 | | Average director nominee tenure | 8.8 years | 40-46 | | Board refreshment | 9 new directors in the past 5 years | 40-46 | | Does the company disclose a director skills matrix? | Yes | 39 | | Gender diversity % of director nominees | 38% (5 of 13) | 38 | | Racial/ethnic diversity % of director nominees | 23% (3 of 13) | 38 | | Are CEO and Chairman of the Board separate? | No | 17-18 | | Is the Chairman of the Board independent? | No | 15 | | Is there an independent Lead Director? | Yes | 17 | | Director terms | All directors are elected for a term of one year | 36 | | Does the company disclose stock ownership guidelines for directors? | Yes | 76 | | Mandatory retirement age** | 72, for non-employee directors | 36-37 | | Retirement age waivers | Board may waive each year for up to 3 additional terms | 36-37 | | Resignation tender if director has major job change (other than promotion)? | Yes | 36-37 | | Director nominees on more than two other public company boards | None | 40-46 | | Annual Board & committee self-evaluations? | Yes | 37-38 | | Annual individual director evaluations? | Yes | 37-38 | | Third party engaged to conduct Board and director evaluations? | Yes; every 3 years or as determined by the Nominating & Corporate Governance Committee | 37-38 | | Incumbent director attendance at Board & committee meetings | Average attendance > 96% | 28 | | Total Board meetings held in 2023 | 9 | 28 | | Total Board committee meetings held in 2023 | 41 | 28 | | Do directors meet in executive session without management? | Yes, generally at each regular Board meeting | 28 |

  3. Board Composition and Governance

    * Key board committees are Audit, Compensation, and Nominating & Corporate Governance. * * Under the provisions of our merger agreement with IBERIABANK Corporation, the mandatory retirement provisions did not apply to director nominees Barton, Compton, Davidson, Jordan, Kemp, Maples, Palmer, Reed, Stewart, Sugrañes or Taylor from the closing date of the merger (July 1, 2020) until the third anniversary of the merger (July 1, 2023).

  4. Committees of the Board

    Committees of the Board

  5. Committees of the Board

    | AUDIT | COMPENSATION | EXECUTIVE | INFORMATION TECHNOLOGY | NOMINATING & CORPORATE GOVERNANCE | RISK | | Mr. Barton | Mr. Casbon2 | Mr. Casbon2 | Mr. Barton | Mr. Compton (C) | Mr. Casbon2 | | Ms. Carboni1 | Mr. Dietrich1 | Mr. Compton | Ms. Carboni1 | Mr. Dietrich1 | Mr. Compton | | Ms. Davidson | Mr. Maples (C) | Mr. Fenstermaker2 (C) | Ms. Davidson | Mr. Fenstermaker2 | Mr. Fenstermaker2 (C) | | Mr. Kemp | Ms. Palmer | Mr. Jordan | Mr. Kemp | Mr. Kemp | Mr. Jordan | | Ms. Palmer (C) | Mr. Reed | Mr. Maples | Ms. Stewart (C) | | Mr. Maples | | Ms. Stewart | | Ms. Palmer | Ms. Sugrañes | | Ms. Palmer | | Ms. Sugrañes | | Mr. Reed | | | Mr. Reed | | | | Mr. Taylor | | | Mr. Taylor |

  6. Committees of the Board

    (C) = Committee chair. 1.Ms. Carboni joined our Board on October 23, 2023, and became a member of the Audit and Information Technology Committees effective November 2, 2023. Mr. Dietrich joined our Board on January 22, 2024, and became a member of the Compensation and Nominating & Corporate Governance Committees at that time. 2.Messrs. Casbon and Fenstermaker will not be standing for reelection at the 2024 annual meeting but will be retiring at that time. E. Stewart Shea, III also served as a member of the Compensation and Nominating & Corporate Governance Committees from January 1, 2023 until he stepped down as a director effective October 16, 2023.

  7. Processes & Procedures Regarding Executive & Director Compensation

    Processes & Procedures Regarding Executive & Director Compensation The Committee’s Authority The charter of the Compensation Committee provides that the Committee has the authority to review and approve corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, to set the CEO’s compensation level based on this evaluation, and to fix the compensation, including bonus and other compensation and any severance or similar termination payments, of executive officers and members of the CEO’s executive management committee. The Committee also has the authority, pursuant to its charter, to make recommendations to the Board concerning the adoption or amendment of employee benefit plans, management

  8. Processes & Procedures Regarding Executive & Director Compensation

    | | 23 | 2024 PROXY STATEMENT |

  9. Processes & Procedures Regarding Executive & Director Compensation

    compensation plans, incentive compensation plans and equity-based plans, including plans applicable to executive officers, and to make recommendations to the Board concerning director compensation. The charter also provides that the Committee will oversee the company’s compliance with all applicable laws, regulations and listing standards relating to (1) appropriate management of the risks associated with incentive compensation programs or arrangements, (2) the compensation of the company’s executive officers and (3) any reporting associated with either of the above or with the compensation of any other associates or directors. The Committee may not delegate any of the substantive authority described in this paragraph related to executive and director compensation to any other persons. In 2023, the Committee met five times for the principal purpose of executing its responsibilities under the Committee’s charter; two of the meetings included an executive session during which management was not present. The Committee also took action by written consent three times during 2023. Director Compensation The Committee periodically conducts a review of our director compensation program. The last comprehensive review took place in mid-2020, following the close of our merger of equals with IBKC. During each comprehensive review, the design and amount of director compensation is considered by management, and any changes are recommended to the Committee, either as a short list of alternatives or as single-item recommendations. In general, management uses a consultant in formulating many of its recommendations, both for advice in designing director compensation and as a source of peer-company data. (Additional information on the use of consultants in compensation matters is provided below.) Management also prepares various presentations, analyses, and other tools for the Committee to use in considering director compensation decisions. A complete description of our current director compensation program can be found under the heading Director Compensation beginning on page 29 of this proxy statement. Executive Compensation The Committee determines the CEO’s salary and bonus in executive session independent of management, generally on an annual basis. That determination is based on a review of the CEO’s personal plan results for the prior year, along with peer CEO salary data provided by management’s compensation consultant as well as input from the Committee’s independent compensation consultant. The CEO participates in establishing his personal plan, but otherwise is not involved in the determination of his own salary. Our CEO recommends to the Committee salary levels for the executive officers other than himself as well as for members of the CEO’s executive management committee. Other compensation matters (bonus, equity awards, etc.) involving these officers are reviewed by management, including the CEO, which then makes recommendations to the Committee, either as a short list of alternatives or as single-item recommendations. Management uses consultants in formulating certain of its recommendations, both for advice and as a source of peer-company data. Management also prepares various presentations, analyses, forecasts, and other tools for the Committee to use in considering compensation decisions during the year. The Committee’s independent consultant reviews all major proposals and makes recommendations to the Committee. Benefit Programs and Plans Management monitors and considers benefit programs used by other companies, or needed within our company, to attract and retain key associates. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees these management processes. New benefit plans, or significant amendments to existing plans, typically are considered by the full Board based on recommendations from the Committee. Enrollment and other administrative actions associated with the benefit plans are handled mainly through third party vendors in accordance with the terms in the Board-approved plans. If executive-level exceptions are required for administration of the plans, such as approval of an early retirement, management generally reviews the facts of the situation and provides a recommendation to the Committee for approval. Use of Consultants Management uses national compensation consulting firms to provide advice with respect to executive and director compensation matters. Management also uses a number of other specialist firms to provide data relevant to specific needs such as funding for nonqualified deferred compensation and any special compensation arrangements that are unique to specific business units. The consultants provide competitive data/trends, keep management informed of best practices and work with management to develop programs that permit the company to attract and retain the talent needed. In addition, management engages nationally-recognized law firms as appropriate to provide advice on compliance with new laws, administration of stock plans, and compensation-related agreements and arrangements. In 2023, the Compensation Committee continued its engagement of Meridian Compensation Partners, LLC (“Meridian”) to provide it with independent analysis and advice on executive compensation-related matters. Among other things, Meridian assists the Committee in its reviews of compensation program actions recommended by management, reviewing the chosen peer group and survey data for competitive comparisons and advising the

  10. Processes & Procedures Regarding Executive & Director Compensation

    | | 24 | 2024 PROXY STATEMENT |

  11. Processes & Procedures Regarding Executive & Director Compensation

    Committee on best practices and ideas for board governance of executive compensation. The Committee specifically directed Meridian to undertake no work on behalf of management, and the firm has no other relationships with the company or management. The NYSE listing standards require that all compensation consultants, legal counsel or other advisers to the Committee (which we collectively refer to as “advisers”) undergo an assessment of independence from management. The Committee must consider all factors relevant to each adviser’s independence from management, including the following: •the provision of other services to the company by the person that employs the adviser; •the amount of fees received from the company by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser; •the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest; •any business or personal relationship of the adviser with a member of the Committee; •any stock of the company owned by the adviser; and •any business or personal relationship of the adviser or the person employing the adviser with an executive officer of the company. The Committee has assessed the independence of Meridian and all other advisers to the Committee as required by the NYSE listing standards, considering the factors described above, and has determined that Meridian (and the individual advisers that Meridian employs with respect to the engagement by the company) is independent of management. The Committee has also considered the factors listed above for determining whether the work performed by Meridian has raised any conflict of interest and has concluded that no such conflict of interest exists.

  12. Director Compensation

    Director Compensation

  13. Non-Employee Directors 2023

    Non-Employee Directors 2023

  14. Non-Employee Directors 2023

    | Harry V. Barton, Jr. | Wm. H. Fenstermaker | Colin V. Reed | | Velia Carboni | J. Michael Kemp, Sr. | E. Stewart Shea, III | | John N. Casbon | Rick E. Maples | Cecelia D. Stewart | | John C. Compton | Vicki R. Palmer | Rosa Sugrañes | | Wendy P. Davidson | | R. Eugene Taylor |

  15. Non-Employee Directors 2023

    Mr. Shea retired in October 2023. Ms. Carboni, currently serving on our Board and a nominee for re-election, was first elected in October. John W. Dietrich, currently serving and a nominee for re-election, was first elected to our Board on January 22, 2024; he received no compensation during 2023 and is not discussed in this section. Also, Mr. Casbon and Mr. Fenstermaker, currently serving on our Board, will retire at the annual meeting and are not nominees for re-election. Background information concerning each of our nominees for director is provided in the discussion captioned Nominees for Election under vote item 1 beginning on page 36. Mr. Jordan was paid during 2023 as an officer, but was not paid for Board service. No director program discussed in this Director Compensation discussion applies to him. No other director or retired director mentioned in this Proxy Statement is an employee of ours. For information concerning the compensation of Mr. Jordan, see Compensation Discussion & Analysis (CD&A), Recent Compensation, and Post-Employment Compensation beginning on pages 61, 78, and 86, respectively.

  16. Non-Employee Directors 2023

    | | 29 | 2024 PROXY STATEMENT |

  17. Annual Director Compensation Rates

    Annual Director Compensation Rates

  18. Annual Director Compensation Rates

    | Item | Ann. Amt. | | Base Retainer – cash portion: | $80,000 | | Base Retainer – RSU portion: | $122,000 | | Additional Retainers (all cash): | | | Lead director | $50,000 | | Chair – Audit | $32,000 | | Chair – Executive / Risk | $50,000 | | Chair – other committee | $20,000 | | Non-Chair Service – Audit | $10,000 | | Non-Chair Service – Executive / Risk | $10,000 |

  19. Annual Director Compensation Rates

    In 2022 the Executive & Risk Committee was split into separate committees. Directors receive only one additional retainer if they serve on both the Executive Committee and the Risk Committee. Director pay levels generally are considered for adjustment every three years. Director pay levels were not changed during 2023. The last adjustment was in July 2020 following the expansion of the Board to 17 persons after we closed our merger of equals with IBKC. Non-employee directors may serve as members of our Bank’s regional boards and may be paid, as additional Board compensation, cash attendance fees up to $500 per regional board meeting. In addition, directors may receive the following benefits: a personal account executive, a no fee personal checking account for the director and his or her spouse, a debit card, a no-fee VISA card, no fee for a safe deposit box, no fee for traveler’s checks and cashier’s checks, use of tickets for marketing and other business events up to $5,000 in value annually, and, subject to certain restrictions and limitations, the repurchase of shares of our common stock under a Board-approved repurchase program with no fees or commissions. Directors may participate in a charitable gift matching program up to $25,000 per year. Several directors have nonqualified deferred compensation accounts that earn interest or returns indexed to the performance of certain mutual funds selected by the director. Prior to 2006, directors could receive long-duration stock options in lieu of fees under certain deferral plans. The last of those options held by a current director expired in January 2024. From 1985 to 1995, directors could defer fees and receive an accrual of interest at rates ranging from 17-22 percent annually. Although new deferrals under that old plan have not been permitted since 1995, interest continues to accrue on outstanding accounts. The rate is re-set annually. For many years, the rate has been set at seven percentage points above a benchmark rate. For the 2023 plan year, the interest rate was 10.77% for Ms. Palmer, who is the only active participant. For 2024, the rate increased to 12.04%, corresponding to an increase in the benchmark rate. The plan continues to promote retention since the above-market rates of return can be largely forfeited in a case of early departure from Board service.

  20. Annual Director Compensation Rates

    | | 30 | 2024 PROXY STATEMENT |

  21. Director Compensation Table

    Director Compensation Table Table DC.3 shows compensation earned last year by non-employee directors, whether or not deferred. Directors who were on our board at any time during 2023 are shown, whether or not they are nominated for election at the 2024 annual meeting.

  22. Director Compensation 2023

    Director Compensation 2023

  23. Director Compensation 2023

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Mr. Barton | 22,500 | 195,672 | — | — | — | 25,000 | 243,172 | | Ms. Carboni 1 | 2,500 | 98,562 | — | — | — | — | 101,062 | | Mr. Casbon | 90,000 | 112,601 | — | — | — | — | 202,601 | | Mr. Compton | 82,500 | 112,601 | — | — | — | 25,000 | 220,101 | | Ms. Davidson | — | 195,672 | — | — | — | 25,000 | 220,672 | | Mr. Fenstermaker | 130,000 | 112,601 | — | — | — | — | 242,601 | | Mr. Kemp | 90,000 | 112,601 | — | — | — | — | 202,601 | | Mr. Maples | 27,500 | 214,129 | — | — | — | — | 241,629 | | Ms. Palmer | 122,000 | 112,601 | — | — | 17,140 | — | 251,741 | | Mr. Reed | 105,000 | 144,901 | — | — | — | 25,000 | 274,901 | | Mr. Shea 2 | 60,000 | 112,601 | — | — | — | 25,000 | 197,601 | | Ms. Stewart | 82,500 | 112,601 | — | — | — | 3,750 | 198,851 | | Ms. Sugrañes | 90,000 | 112,601 | — | — | — | — | 202,601 | | Mr. Taylor | 90,000 | 112,601 | — | — | — | — | 202,601 |

  24. Director Compensation 2023

    1 First elected October 2023. 2 Retired October 2023. The stock awards shown in column (c) were forfeited at retirement as provided by their terms. Explanations of certain columns follow: Col (c) Stock Awards. Includes RSUs granted to non-employee directors during calendar 2023. Amounts shown are the grant date fair values of awards using the accounting method applicable to our financial statements. For additional information about valuation, see the note for columns (e)-(f) to the Summary Compensation Table; discussion of that table begins on page 78. Additional information about outstanding awards appears under the caption Outstanding Director Equity Awards at Year-End below. Col (e) Incentive Plan Compensation. Non-employee directors do not receive cash incentives. Col (f) Deferred Compensation. Amount consists of above-market interest accrued during the year under a plan discontinued in 1995. Col (g) All Other Compensation. For non-employee directors, amounts in this column consist of matching donations to eligible charitable organizations by First Horizon Foundation and cash attendance fees from regional board meetings.

  25. Director Compensation 2023

    | | 31 | 2024 PROXY STATEMENT |

  26. Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors

    Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors

  27. Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors

    | (a) | (b) | (c) | (d) | (e) | (f) | | | Stock Options | | | Restricted Stock or Unit Awards | | | Name | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock Held that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Mr. Barton | — | — | — | 12,086 | 171,138 | | Ms. Carboni 1 | — | — | — | 9,369 | 132,665 | | Mr. Casbon | — | — | — | 6,955 | 98,483 | | Mr. Compton | — | — | — | 6,955 | 98,483 | | Ms. Davidson | — | — | — | 12,086 | 171,138 | | Mr. Fenstermaker | — | — | — | 6,955 | 98,483 | | Mr. Kemp | — | — | — | 6,955 | 98,483 | | Mr. Maples | — | — | — | 13,226 | 187,280 | | Ms. Palmer | 2,028 | 18.24 | 1/2/2024 | 6,955 | 98,483 | | Mr. Reed | — | — | — | 8,950 | 126,732 | | Mr. Shea 2 | — | — | — | — | — | | Ms. Stewart | — | — | — | 6,955 | 98,483 | | Ms. Sugrañes | — | — | — | 6,955 | 98,483 | | Mr. Taylor | — | — | — | 6,955 | 98,483 |

  28. Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors

    1 First elected to the Board in October 2023. 2 Unvested awards held by Mr. Shea forfeited upon his retirement in October, 2023, as provided by their terms. Explanations of certain columns follow: Cols (b)/(c) Stock Options. Stock options include adjustments for stock dividends distributed from 2008-2011, the cumulative compound rate of which was 20.0380%. Col (e) RSUs & RS. Awards held by non-employee directors are RSUs that will vest on April 22, 2024, except that Ms. Carboni's RSUs will vest one year after grant. Col (f) RSU & RS Values. Values are based on the year-end market price of our common stock ($14.16/share) with no discount for the risk that the award might be forfeited or for the time remaining before vesting. Values shown here are not based on financial accounting assumptions or methods.

  29. Outstanding Equity Awards at Year-End 2023 Held by Non-Employee Directors

    | | 32 | 2024 PROXY STATEMENT |

  30. Vote Item 1—Election of Directors

    Vote Item 1—Election of Directors

  31. Our Director Nominees at a Glance*

    Our Director Nominees at a Glance*

  32. Our Director Nominees at a Glance*

    | 9 have experience as a CEO/President | 9 have finance or accounting experience | 4 have experience in the banking/financial services industry | 12 have served as a director or executive officer of another public company | 7 have experience in information technology/cybersecurity matters | 8 have experience in digital innovation/fintech | 12 have experience in human capital management | | 13 have strategic planning/leadership experience | 6 are diverse in terms of race, gender or ethnicity | 8 have marketing or retail distribution experience | 7 joined the Board within the past 5 years | 8 have experience in legal/regulatory/ethics/compliance matters | 12 have experience in risk management | 6 have experience in environmental matters |

  33. Our Director Nominees at a Glance*

    *Please see the matrix below for additional information on the scope of each category.

  34. Our Director Nominees at a Glance*

    | | 38 | 2024 PROXY STATEMENT |

  35. Nominee Skills and Characteristics Matrix

    Nominee Skills and Characteristics Matrix

  36. Nominee Skills and Characteristics Matrix

    | | Bar- ton | Car-boni | Comp- ton | David- son | Die-trich | Jor- dan | Kemp | Map- les | Pal- mer | Reed | Stew- art | Su- grañ- es | Tay- lor | | CEO/President. Experience as CEO, President or similar position at a firm or major operating division. | | | x | x | x | x | x | | | x | x | x | x | | Finance/accounting. Audit company financial expert, CFO, or experience (including oversight experience) in accounting or financial planning and analysis. | x | x | | x | x | x | | x | x | x | | | x | | Banking/financial services industry. Executive experience in banking, investment banking, broker-dealer or insurance. | | | | | | x | | x | | | x | | x | | Strategic planning/leadership. Experience defining the strategic direction of a business or organization; service in a significant leadership position. | x | x | x | x | x | x | x | x | x | x | x | x | x | | Public company. Experience as a public company director or executive officer. | x | | x | x | x | x | x | x | x | x | x | x | x | | Racial, ethnic or gender diversity. As identified by the director. | | x | | x | | | x | | x | | x | x | | | Information technology/cybersecurity. Experience implementing information technology and cybersecurity systems or managing a business in which such systems play a significant role. | | x | | | x | x | x | | | x | x | | x | | Digital Innovation/Fintech. Experience in the use of technology to facilitate business operations and customer service. | | x | X | X | | X | | X | | X | X | | X | | Environmental Matters. Experience understanding, evaluating and managing environmental risks and opportunities. | | | X | X | X | | X | | | X | | | X | | Human Capital Management. Experience in workforce management, compensation, inclusion and diversity efforts, culture, succession planning and talent management. | | x | X | X | X | X | X | X | X | X | X | X | X | | Risk Management. Experience with understanding and managing risk in a large organization. | X | x | X | X | X | X | X | X | X | X | X | | X | | Legal/regulatory/ethics/compliance matters. Experience (including oversight experience) managing legal, regulatory, ethical and compliance risks and obligations. | X | x | | | X | X | | | | X | X | X | X | | Marketing/retail distribution. Experience in building and maintaining customer relationships. | | x | x | x | | x | | | | x | x | x | x |

  37. Nominee Skills and Characteristics Matrix

    | | 39 | 2024 PROXY STATEMENT |

  38. Nominees for Election

    Nominees for Election

  39. Nominees for Election

    | Harry V. Barton, Jr. | Harry V. Barton, Jr. is a certified public accountant, registered investment advisor and an owner of Barton Advisory Services, LLC, Lafayette, Louisiana, an investment advisory firm. Mr. Barton has been a practicing certified public accountant since 1984, for most of that time as the owner of his own accounting firm. He became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1993. Skills and Expertise: •Extensive experience in accounting and tax matters, including audit, review, and compilation of financial statements, the preparation of individual and corporate tax returns, tax planning for business and high net worth clients, and consulting and advising on business mergers and acquisitions •Knowledge of public company audit, risk and compliance matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1993-2020) Non-Profit Board Service: Serves on the board of a non-profit organization | | Certified Public Accountant and Owner, Barton Advisory Services, LLC | | | Independent director since 2020 | | | Age 69 | | | Committees: •Audit •Information Technology | | | Audit Committee Financial Expert | |

  40. Nominees for Election

    | Velia Carboni | Velia Carboni has served as the Executive Vice President and Chief Digital and Technology Officer of VF Corporation, a provider of branded lifestyle apparel, footwear and accessories (“VF”), since 2018. At VF, she is responsible for the integration of digital capabilities across all aspects of the company’s business, leads the company’s digital strategies and oversees VF’s analytics function. She is also a member of the Forbes Technology Council. Prior to joining VF, Ms. Carboni spent more than 20 years at Fidelity Investments, where she held a series of leadership roles, most recently serving as senior vice president, mobile and emerging platforms for the company’s personal investing/retail division. Skills and Expertise: •Leadership experience in digital innovation and strategies, customer experience and data analytics •Public company senior-level policy making experience •Experience in information technology/cybersecurity, risk management and compliance, finance and accounting, human capital management, and similar matters associated with running a significant division of a public company | | Executive Vice President and Chief Digital and Technology Officer, VF Corporation | | | Independent director since 2023 | | | Age 53 | | | Committees: •Audit •Information Technology | |

  41. Nominees for Election

    | | 40 | 2024 PROXY STATEMENT |

  42. Nominees for Election

    | John C. Compton | John C. Compton is a Partner at Clayton, Dubilier & Rice, a New York-based private equity firm. Prior to 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo. Skills and Expertise: •Leadership experience at a public company •Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •Extensive experience in sales, marketing, operations, digital innovation, environmental matters and general management •Knowledge of public company governance matters due to public company board service •East Tennessee resident with knowledge of the east Tennessee market Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008- 2010) Non-Profit Board Service: Serves on the boards of two non-profit organizations | | Partner at Clayton, Dubilier & Rice | | | Independent director since 2011 | | | Age 62 | | | Committees: •Executive •Nominating & Corporate Governance (chair) •Risk | |

  43. Nominees for Election

    | Wendy P. Davidson | Wendy P. Davidson became the President and Chief Executive Officer and a director of The Hain Celestial Group, Inc. (“Hain Celestial”), an organic and natural products company, on January 1, 2023. Prior to assuming her position with Hain Celestial, she served as the President–Americas for the Performance Nutrition segment of Ireland-based Glanbia plc from November 2020 until December 2022. Ms. Davidson served as President, Away from Home of Kellogg Company from 2013 until 2020. From 2010 to 2013, she served in various senior roles at McCormick & Company, Inc., including as Vice President, Custom Flavor Solutions, U.S. & Latin America, and from 1993 to 2009 she held a variety of executive positions at Tyson Foods, Inc., including Senior Vice President and General Manager – Global Customer and Group Vice President – Foodservice Group, culminating in her service as Senior Vice President and General Manager – Prepared Foods. Skills and Expertise: • Public company leadership and senior-level policy making experience • Extensive general management experience, including marketing, sales, operations, supply chain, strategic planning, new market development, disruptive business model innovation, crisis management, digital commerce, brand building and commercial execution • Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company board matters due to public company board service Other Current Public Company Board Service: The Hain Celestial Group, Inc. (since 2023) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | President and Chief Executive Officer, The Hain Celestial Group, Inc. | | | Independent director since 2019 | | | Age 54 | | | Committees: •Audit •Information Technology | | | Audit Committee Financial Expert | |

  44. Nominees for Election

    | | 41 | 2024 PROXY STATEMENT |

  45. Nominees for Election

    | John W. Dietrich | John W. Dietrich is Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx”), a provider of transportation, e-commerce and business services. Mr. Dietrich is responsible for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit, investor relations, and corporate development. He is also a member of the six-person Executive Committee, which plans and executes the corporation’s strategic business activities. Prior to joining FedEx, Mr. Dietrich served as President and Chief Executive Officer and a member of the board of directors of Atlas Air Worldwide Holdings, Inc. (“Atlas”) from 2019 until it was acquired by an investor group in 2023. He joined Atlas in 1999 as Associate General Counsel, was promoted to Senior Vice President, General Counsel and Corporate Secretary in 2004, and served as Chief Operating Officer from 2006 until 2019. Prior to joining Atlas, he worked at United Airlines for 13 years. Skills and Expertise: •Executive experience at a public company •Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •Knowledge of public company board matters due to public company board service Current Public Company Board Service: AAR Corporation (2023-present) Prior Public Company Board Service: Atlas Air Worldwide Holdings, Inc. (2019-2023) Non-Profit Board Service: Serves on the board of several non-profit organizations | | Executive Vice President and Chief Financial Officer, FedEx Corporation | | | Independent director since 2024 | | | Age 59 | | | Committees: • Compensation • Nominating & Corporate Governance | |

  46. Nominees for Election

    | D. Bryan Jordan | D. Bryan Jordan has served as President and Chief Executive Officer and a director of First Horizon and the Bank since 2008. In 2012, he was elected Chairman of the Board of First Horizon and the Bank as well, and he has served in that position since that time (except for a two-year period from July 1, 2020, to July 1, 2022, pursuant to the provisions of the merger agreement with IBKC). Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. Skills and Expertise: •Extensive experience in the banking and financial services industry, including digital innovation/fintech •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company audit and governance matters due to public company board service Other Current Public Company Board Service: AutoZone, Inc. (since 2013) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | Chairman of the Board, President and Chief Executive Officer of First Horizon Corporation and First Horizon Bank | | | Director since 2008 | | | Age 62 | | | Committees: • Executive • Risk | |

  47. Nominees for Election

    | | 42 | 2024 PROXY STATEMENT |

  48. Nominees for Election

    | J. Michael Kemp, Sr. | J. Michael Kemp, Sr. is the Founder and CEO of Kemp Management Solutions (“KMS”), a program management and consulting firm based in Birmingham, Alabama. With 30 years in the construction industry, he has managed or built more than $6.8 billion in construction projects. Mr. Kemp founded KMS in January 2011 to provide program management services and consulting on environmental and sustainability matters in the U.S. and Europe to the healthcare, financial, retail, municipal, infrastructure and higher education sectors. Mr. Kemp became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2019. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, information technology/cybersecurity and risk management •Expertise in environmental matters gained from management of large environmental-related projects and consulting on environmental/sustainability matters •Knowledge of public company governance matters due to public company board service •Birmingham resident with knowledge of the Birmingham market Prior Public Company Board Service: IBERIABANK Corporation (2019-2020) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | Founder and CEO, Kemp Management Solutions | | | Independent director since 2020 | | | Age 53 | | | Committees: •Audit •Information Technology •Nominating & Corporate Governance | |

  49. Nominees for Election

    | Rick E. Maples | Rick E. Maples retired after 31 years at Stifel, Nicolaus and Company Incorporated (“Stifel Nicolaus”), in 2015 and served as a Senior Advisor to Stifel Financial Corp. (“Stifel Financial”) from 2016 until 2018. Headquartered in St. Louis, Missouri, Stifel Financial is a diversified financial services holding company which conducts business through several subsidiaries. Its primary broker dealer subsidiary is Stifel Nicolaus, which is a full service brokerage and investment banking firm. Mr. Maples joined Stifel Nicolaus in 1984, and in 1991, he became Head of Investment Banking. With Stifel Financial’s acquisition of Legg Mason Capital Markets in 2005, Mr. Maples became Co-Head of Investment Banking for the combined investment bank. In addition, when in 2013 Stifel Financial acquired Keefe, Bruyette & Woods, Inc. (“KBW”), an investment banking firm specializing in investment banking services for the financial services industry, Mr. Maples was named Executive Vice President and Co-Head of Global Investment Banking of KBW. Mr. Maples became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2016. Skills and Expertise: •Understanding of corporate finance, business value, business risk, digital innovation/fintech and strategic decision-making with a focus on the financial services industry •Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, that affect public companies •Knowledge of public company audit, executive compensation, human capital management and governance matters due to public company board service Prior Public Company Board Service: IBERIABANK Corporation (2016-2020) | | Retired Co-Head of Investment Banking, Stifel, Nicolaus and Company Incorporated | | | Independent director since 2020 | | | Age 65 | | | Committees: • Compensation (chair) • Executive • Risk | |

  50. Nominees for Election

    | | 43 | 2024 PROXY STATEMENT |

  51. Nominees for Election

    | Vicki R. Palmer | Vicki R. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Skills and Expertise: •Extensive experience in public company finance, risk management, human capital management (including diversity and inclusion) and general administration •Senior-level policy-making experience at a public company •Knowledge of public company audit, executive compensation, human capital management, and governance matters due to public company board service Other Current Public Company Board Service: Haverty Furniture Companies Inc. (since 2001) Non-Profit Board Service: Serves on the boards of several non-profit organizations | | President of The Palmer Group, LLC | | | Independent director since 1993 | | | Age 70 | | | Committees: • Audit (chair) • Compensation • Executive • Risk | | | Audit Committee Financial Expert | |

  52. Nominees for Election

    | Colin V. Reed | Colin V. Reed became the Executive Chairman of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment trust, effective at the end of 2022. Prior to that time, he had served as the Chairman of the Board and Chief Executive Officer of Ryman or Ryman's predecessor, Gaylord Entertainment Company, since 2005 and 2001, respectively. Skills and Expertise: •Leadership experience at a public company •Extensive experience in finance and accounting as well as human capital management, mergers and acquisitions, risk management and compliance, environmental matters, information technology/cybersecurity, digital innovation/fintech, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company matters due to public company board service •Nashville resident with knowledge of the Nashville market Other Current Public Company Board Service: Ryman Hospitality Properties, Inc. (since 2001) Prior Public Company Board Service: Rite Aid Corporation (2003-2005) | | Executive Chairman of Ryman Hospitality Properties, Inc. | | | Independent director since 2006 Lead Director | | | Age 76 | | | Committees: • Compensation • Executive • Risk | |

  53. Nominees for Election

    | | 44 | 2024 PROXY STATEMENT |

  54. Nominees for Election

    | Cecelia D. Stewart | Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in 2014. She had held that position since 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008. Skills and Expertise: •Extensive experience in banking and financial services •Senior-level policy-making experience at a public company •Experience in human capital management, finance and accounting, risk management and compliance, and similar matters associated with running a large division of a public company •Knowledge of public company audit, executive compensation, human capital management, information technology/cybersecurity, digital innovation/fintech and other matters due to public company board service Other Current Public Company Board Service: United States Cellular Corporation (since 2013) | | Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc. | | | Independent director since 2014 | | | Age 65 | | | Committees: •Audit •Information Technology (chair) | |

  55. Nominees for Election

    | Rosa Sugrañes | Rosa Sugrañes was the founder and served as the Chief Executive Officer of Iberia Tiles, Miami, Florida, a ceramic tile distributor, from 1980 until 2012 when the company was sold. She currently serves on the board of directors of Rosa Gres, a manufacturer of ceramic tiles in Barcelona, Spain, and on the board of directors of Sabadell Consumer Finance, a Spanish consumer bank. She was a director of Sabadell United Bank in Miami from 2006 to 2017, and a former Board member and past Chairman of the Federal Reserve Bank of Atlanta, Miami Branch. Ms. Sugrañes became a director of First Horizon in 2020 upon the closing of the merger of equals of IBKC and First Horizon. She had previously served as a director of IBKC since 2018. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, compliance, marketing and retail distribution and management of international business activities •Experience in the banking and financial services industry due to service on bank boards and on the Board of the Miami Branch of the Federal Reserve Bank of Atlanta •Knowledge of public company audit, governance and risk matters due to public company board service •Florida resident with knowledge of the Florida market Prior Public Company Board Service: IBERIABANK Corporation (2018-2020) Non-Profit Board Service: Serves on the boards of two non-profit organizations | | Founder and former Chief Executive Officer, Iberia Tiles | | | Independent director since 2020 | | | Age 66 | | | Committees: •Audit •Information Technology | |

  56. Nominees for Election

    | | 45 | 2024 PROXY STATEMENT |

  57. Nominees for Election

    | R. Eugene Taylor | R. Eugene Taylor served until 2020 as the Vice Chairman of the Board of Directors of First Horizon, a position he assumed upon the closing in 2017 of First Horizon’s acquisition of Capital Bank Financial Corp. (“Capital Bank”), a financial services company. He served as Chairman of the Board of Directors and Chief Executive Officer of Capital Bank from 2009 until 2017. Prior to 2009, Mr. Taylor spent 38 years at Bank of America Corporation, most recently as the Vice Chairman of the firm and President of Global Corporate & Investment Banking. Skills and Expertise: •Extensive experience in the banking and financial services industry, including digital innovation/fintech •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company executive compensation and governance matters due to public company board service •North Carolina resident with knowledge of the North Carolina market Other Current Public Company Board Service: Sonic Automotive, Inc. (since 2015) Prior Public Company Board Service: DHB Capital Corp. (2021-2022) Capital Bank Financial Corp. (2009- 2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012) | | Retired Chairman of the Board of Directors and Chief Executive Officer, Capital Bank Financial Corp. | | | Director since 2017; independent since 2023 | | | Age 76 | | | Committees: • Executive • Risk | |

  58. Nominees for Election

    shareholders vote FOR the election of all director nominees as described in vote item 1.

  59. Nominees for Election

    | | 46 | 2024 PROXY STATEMENT |

  60. Key Data on Outstanding Equity Awards and Shares Available

    Key Data on Outstanding Equity Awards and Shares Available The following table includes information as of February 29, 2024, regarding outstanding equity awards and shares available for future awards under all of our equity compensation plans (all of which are described under Equity Compensation Plan Information on pages 58-59), without giving effect to the share increase for which we are seeking shareholder approval in this vote item.

  61. Key Data on Outstanding Equity Awards and Shares Available

    | | 49 | 2024 PROXY STATEMENT |

  62. Outstanding Equity Awards and Shares Available

    Outstanding Equity Awards and Shares Available

  63. Outstanding Equity Awards and Shares Available

    | Total shares underlying outstanding stock options | 1,821,775(1) | | Total shares underlying outstanding unvested time-based full value awards | 9,570,076 | | Total shares underlying outstanding unearned and unvested performance-based full value awards | 2,695,567(2) | | Total shares underlying vested but undistributed full value awards | 1,031,415(3) | | Total shares underlying all outstanding awards | 15,118,833 | | Total shares currently available for grant under the 2021 Incentive Plan | 2,077,621(4) | | Common stock outstanding as of February 23, 2024 | 554,944,033 |

  64. Outstanding Equity Awards and Shares Available

    (1) Our stock options outstanding as of February 29, 2024, had a weighted-average exercise price of $16.32 and a weighted-average remaining term of 2.87 years. There were no SARs outstanding. (2) Assumes performance-based awards will vest and pay out based on target performance levels being achieved. (3) Awards that have vested but have not yet been distributed pending a mandatory deferral period. (4) Represents the total number of shares available for future awards under the Plan reflecting performance-based awards at maximum payout. The Plan was our only equity compensation plan with shares remaining available for future grant as of February 29, 2024.

  65. The Advisory Board Plan

    The Advisory Board Plan The Advisory Board Plan was adopted by the Board of Directors in 2001, and terminated in 2005. Options granted under the Advisory Board Plan were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not associates. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the grant date. The options were vested at the grant date. Those granted on or before January 2, 2004 had terms of twenty years, and are the only options still outstanding. As of December 31, 2023, options covering 395 shares of our common stock were outstanding under the Advisory Board Plan, no shares remained available for future option grants, and options covering 19,544 shares had been exercised during the life of the Plan. All options outstanding at year-end 2023 expired in January 2024. The Advisory Board Plan was filed most recently as Exhibit 10.1(h) to our Form 10-Q for the quarter ended June 30, 2009.

  66. The Advisory Board Plan

    | | 59 | 2024 PROXY STATEMENT |

  67. The Advisory Board Plan

    | VOTE ITEM 4—SAY ON PAY |

  68. CD&A Selected Contents

    | Executive Summary | 61 | | CD&A Glossary | 66 | | Pay Components & Decisions | 67 | | Total Direct Compensation (TDC) | 67 | | Salary | 67 | | Incentive Mix | 67 | | Annual Cash Incentive | 68 | | Long-Term Incentive Awards | 71 | | Compensation Practices & Philosophies | 73 | | Peer Group & Market Benchmarking | 73 | | Deferral, Retirement, & Other Benefits | 74 | | Clawback Policies & Practices | 76 | | Compensation Governance | 76 | | Compensation Committee Report | 77 |

  69. Our Retention and Other Responses

    Our Retention and Other Responses Retention Program Revisions. On Friday and Saturday, May 5-6, the Compensation Committee re-wrote the company-wide retention program. For the executive team, all TD-acquisition RCUs were canceled, and all NEOs except Mr. Jordan received new RCUs with a three-year vesting period. The new RCUs also had a performance feature: an extra 5%, up to a maximum of 25% of target, will be paid for each $1 that our stock price, at vesting, exceeds the base price ($10.58 per share). The Committee viewed this action as critical given the rapid erosion of the retention value of outstanding stock awards coupled with the sudden absence of the retention packages that TD had negotiated with some executives. Below the executive level, the Committee generally canceled long-term awards granted in the program and replaced them with cash payments and new RCUs. Unlike the executive team, large numbers of employees received "something now" to acknowledge keeping the company's business on track despite distractions from TD, interest rate increases, and the 2023 banking crisis, and "something later" to shore up retention gaps caused by the large stock value drop. Deposit Campaign. Starting in May, we launched an aggressive campaign to increase deposits, both from existing clients and from new-to-bank clients. The campaign worked, increasing our deposits (net) in the second and third quarters of 2023 by a total of $5.6 billion, allowing us to greatly reduce non-deposit funding (borrowing). Other Marketing Initiatives. As a key follow-up to our deposit campaign, we launched "promo-to-primacy," focused on converting new-to-bank deposit customers into regular ones, with a special focus on the transition from promotional to regular rates. Other initiatives undertaken since May include client experience and "First Horizon 360" enhancements; omnichannel delivery enhancements; and new-to-bank checking account offers. In all, marketing expense in the second and third quarters of 2023 increased by 50% compared to 2022. Investor Day. On June 6, a month after termination, we held our first investor day event since the IBERIABANK merger of equals closed in 2020. It was also our first non-merger analyst conference in 17 months. The event re-introduced us to the market, focusing on results achieved since the merger of equals had closed in relation to goals we announced in 2019 and 2020. In light of the banking crisis, we also provided significant detail regarding our loans, loan mix, loan commitments, deposits, deposit mix, early results from our deposit campaign, our funding situation, and our capital position. In light of the disruption often associated with merger transactions, we also provided updates on our employment and retention experience in 2022 and 2023. Stock Purchases & Capital. Due to the substantial uncertainties in the banking industry and among regional bank investors, we suspended our stock purchase program in the aftermath of the TD termination even though our capital position was among the strongest in the industry and even though our stock price often was below tangible book value per share. Our stable capital position supported loan growth in 2023. CEO Employment Agreement. On August 3, 2023, we announced an agreement, approved by our Board of Directors, under which Mr. Jordan, age 61 at that time, would remain employed as our CEO for the next five years. All major compensation components for him are impacted by the agreement. See Jordan Employment Agreement beginning on page 88 for additional information.

  70. 2023 Financial Performance Metrics

    2023 Financial Performance Metrics

  71. 2023 Financial Performance Metrics

    | 2023 Annual Cash Incentive | •Adjusted Pretax Earnings (PTE) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget | | 2023 Annual PSU Long-Term Incen-tive Award | •ROTCE Rank – target payout at median performance vs KRX index banks over 3-yr period •TSR-rank modifier – ROTCE outcome adjusted based on TSR rank vs KRX banks over 3 yrs |

  72. 2023 Financial Performance Metrics

    Our strong alignment of pay with performance and shareholder interests is discussed further in Financial Performance Related to Incentives and in CEO Pay & Performance, which immediately follow.

  73. Annual Incentive for 2023

    Annual Incentive for 2023 The key performance indicator for 2023's annual incentive was pretax earnings (PTE), adjusted to exclude merger and certain other expenses and gains. Results are summarized in Table CDA.3.

  74. KPI for 2023 Annual Incentive

    KPI for 2023 Annual Incentive

  75. KPI for 2023 Annual Incentive

    | KPI | Budget/Goal | Achieved | | Adj'd PTE* | $1,507 million | $1,028 million | | Fully Adj'd PTE** | $1,507 million | $1,319 million |

  76. KPI for 2023 Annual Incentive

    * Adjusted to exclude merger expenses and gains, non-strategic results, and certain other amounts. ** Further adjusted as determined by the Committee. See Annual Cash Incentive starting on page 68. PTE results were below budget for several reasons related to the interest rate environment, the banking crisis, and

  77. KPI for 2023 Annual Incentive

    | | 63 | 2024 PROXY STATEMENT |

  78. KPI for 2023 Annual Incentive

    the termination of our planned TD transaction. Quantitative discretionary adjustments brought the corporate rating to 75%, and further non-quantitative adjustments resulted in a final corporate rating of 85%. These actions and their outcomes are explained in more detail in Annual Cash Incentive beginning on page 68.

  79. PSUs Vested in 2023

    PSUs Vested in 2023 The most recent performance stock units to vest were granted in 2020 and vested in May 2023. The primary performance goal was our return on tangible common equity (ROTCE) averaged over the three years 2020-2022, ranked against the ROTCEs of the fifty banks in the KRX regional bank index over the same period. The ROTCE outcome, shown in Table CDA.4, was adjusted based on total shareholder return achieved over three years (March 2020 to March 2023) ranked against the TSRs of the KRX banks.

  80. KPIs for 2020 PSUs

    KPIs for 2020 PSUs

  81. KPIs for 2020 PSUs

    | KPI | KRX Median | FHN Achieved | | Average ROTCE over the period 2020-2022 | ROTCE = 13.68% | ROTCE* = 18.67% | | | Rank = 25th | Rank = 2nd | | | | Perf. = 150% | | TSR over the period 3/15/2020 to 3/15/2023 | TSR = 24% | TSR = 77% | | | Rank = 25th | Rank = 4th | | | | Perf. = 125% | | Overall Performance | | 187.5% |

  82. KPIs for 2020 PSUs

    * As provided in the original grant terms, FHN's ROTCE was adjusted to exclude merger expenses and gains, changes in accounting standards, and certain other amounts. No discretionary adjustments were made or allowed.

  83. Before Employment Agreement (2023)

    Before Employment Agreement (2023)

  84. Before Employment Agreement (2023)

    | | 64 | 2024 PROXY STATEMENT |

  85. After Employment Agreement is

    After Employment Agreement is

  86. Best Practice Policies

    | | Practices We Employ Include | | Practices We Avoid or Prohibit Include | | ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ | Majority of executive pay is performance-based (at-risk) All executive long-term incentives are stock-based and aligned with shareholder interests Incentive measures reflect outcomes that our executives control and that we believe drive shareholder value Performance measures emphasize controllable outcomes for which management is accountable Committee uses an independent compensation consultant Stock ownership guidelines require holding 50% of after-tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met Change in control features and plans include double-trigger (CIC event plus qualifying termination) Clawbacks are mandated for certain restatements of financial results or if executive engages in misconduct or fraud | ✗ ✗ ✗ ✗ ✗ ✗ ✗ | NO tax gross-up features* NO stock option repricings NO discount-priced stock options NO single-trigger change in control plans, awards, or agreements NO dividends paid on long-term incentive awards until vesting; failure to vest means no dividends NO employment agreements* NO hedging transactions allowed in First Horizon stock (e.g., no trading derivatives, no taking short positions, no hedging long positions) |

  87. Direct Compensation Components Overview

    Direct Compensation Components Overview The major components of executive compensation in 2023 consisted of cash salary, annual cash incentive, and annual long-term incentive (LTI) awards. Regular annual LTI awards for executives in 2023 consisted of PSUs and RSUs. Table CDA.7 presents an overview of the total direct compensation components for our executives.

  88. Direct Compensation Components in 2023

    | Component | Primary Purpose | Key Features | | Cash salary | To provide competitive baseline compensation to attract and retain executive talent. | Salaries are determined based on prevailing market levels with adjustments for individual factors such as performance, experience, skills, and tenure. | | Annual cash incentive | To motivate and reward executives for achieving and exceeding annual performance goals, both company-wide and individual, that support our business strategies. | Key metrics were earnings and merger integration coupled with several other factors, including earnings quality, efficiency, risk management, and individual performance. See Annual Cash Incentive starting on page 68 for details. | | Annual LTI awards: PSUs and RSUs | To motivate and reward long-term performance by providing performance and service-vested, equity-based, long-term incentives that reward achievement of specific corporate goals, provide a retention incentive, and promote alignment with shareholders’ interests. | PSUs vest based on pre-defined three-year goals relative to an industry index, modified by our TSR ranking within that index over the same period. RSUs vest after three years and are paid in shares of stock. See Long-Term Incentive Awards starting on page 71 for details. |

  89. CD&A Glossary

    CD&A Glossary NEO Executive officer named in this CD&A TDC Total direct compensation (salary, annual cash incentive, & annual long-term incentive awards) EBP Executive Bonus Plan IP 2021 Incentive Plan (long-term incentive awards starting April 2021) PSU Performance stock unit award RSU Restricted stock unit award; variations include ARSU (regular annual award), BRSU (award granted in lieu of annual cash incentive), and RRSU (targeted retention or other special award) LTI Long-term incentive RCU Restricted cash award Full-value award Any long-term award other than stock options CIC Change in control IBKC IBERIABANK Corporation TD The Toronto-Dominion Bank TD acquisition The proposed acquisition of First Horizon by TD, agreed to in February 2022 and terminated in May 2023 KPI Key performance indicator PPNR Pre-provision net revenues ROA Return on average assets ROE Return on average equity ROCE Return on average common equity ROTCE Return on average tangible common equity TSR Total shareholder return EPS Earnings per share GAAP Generally accepted accounting principles

  90. Total Direct Compensation (TDC)

    Total Direct Compensation (TDC) The Committee’s goals are to align target total direct compensation of executives with peer medians, recognizing that individual packages may be higher or lower at any particular time based on individual factors including performance, experience, skills, tenure, and retention needs (see Peer Group & Market Benchmarking beginning on page 73 below).

  91. Incentive Mix

    Incentive Mix Key factors considered when incentive target levels are set include the appropriate mix of salary versus pay at risk for financial performance or stock value performance and the mix between short- and long-term compensation. Table CDA.9 shows that the CEO’s regular compensation package is more heavily weighted in favor of financial performance, and more heavily at risk overall, than the other NEOs. This practice is consistent with the greater responsibilities of the CEO position, prevalent market practices among our peer group, and our compensation philosophy, which endeavors to link a substantial portion of executive pay to performance. For all NEOs, PSUs were 60% of total LTI awards, while RSUs were 40%.

  92. (at target level, as a percentage of salary)

    | NEO | Annual Incentive | Long-Term Incentive Awards | | | | | | PSUs | RSUs | Total LTI | | Mr. Jordan* | 150% | 240% | 160% | 400% | | Ms. Dmuchowski | 85% | 90% | 60% | 150% | | Mr. Restel | 100% | 120% | 80% | 200% | | Mr. Popwell | 100% | 120% | 80% | 200% | | Ms. LoCascio | 100% | 120% | 80% | 200% |

  93. Annual Cash Incentive

    Annual Cash Incentive In January 2023, with the TD acquisition pending, the Committee created 2023 cash incentive opportunities on a business-as-usual basis. Incentives were based on pretax earnings (PTE) as the key driver of outcomes for 2023. PTE is a performance measure often used by financial industry analysts and regulators in forecasting, modeling, and risk management and has been used by First Horizon for many years. The Committee allowed for a discretionary corporate rating adjustment, consistent with past practices, as well as for individual ratings. These decisions are illustrated in Tables CDA.10a and 10b.

  94. Annual Cash Incentive 2023 Program

    Annual Cash Incentive 2023 Program

  95. Discretionary Corporate Rating Adjustment

    Discretionary Corporate Rating Adjustment The calculated corporate rating—PTE with all required adjustments—can be further adjusted by the Committee to arrive at a final corporate rating. This adjustment could encompass both quantitative and non-quantitative considerations, including, among other things: •Balanced scorecard results •Quality of earnings assessment (up to +/–20%) •Other adjustments, as determined by the Committee The balanced scorecard process ranks our company relative to peer group companies on various financial measures. The scorecard process uses quantitative financial measures and peer rankings but is not used in a quantitative manner to determine a specific numerical rating.

  96. Target Amounts

    Target Amounts The dollar amount of each executive bonus opportunity that would be paid for target-level performance was determined by the Committee as percentages of salary, as described above under the caption Incentive Mix beginning on page 67. Our merger agreement with TD required the Committee to freeze 2023 salaries and target amounts at 2022 levels. The NEO target amounts for 2023 are presented in Table CDA.13 below. After the TD acquisition transaction was terminated, our Board approved a five-year employment agreement with Mr. Jordan, as discussed above under the caption Executive Compensation Changes in 2023 beginning on page 64, and below under the caption Jordan Employment Agreement beginning on page 88. The employment agreement maintained Mr. Jordan's annual cash incentive target at 150% of salary, but applied that percentage for 2023 to his new salary rate under the agreement, which increased 6% from the year before.

  97. 2023 Annual Cash Incentive Outcomes

    2023 Annual Cash Incentive Outcomes Calculated PTE The calculated PTE outcome for 2023, with all required quantitative adjustments as set up early in the year and before any qualitative adjustments, was well below budget. Key factors impacting the calculated PTE outcome are summarized in Table CDA.11. As shown in the Table, all negatively impacted calculated PTE by significant amounts.

  98. 2023 Annual Cash Incentive Outcomes

    | | 69 | 2024 PROXY STATEMENT |

  99. Key Impacts in 2023 on Calculated PTE

    The Committee believes that these impacts, all of which worked against the PTE calculation for 2023 annual cash incentives, either were outside of management's control or were necessitated by sudden exigencies that arose outside of management's control. Other significant impacts on 2023 results, less discrete than those listed above, also mostly hurt PTE and, in many cases, either were not within management's control, such as marketing costs, or were necessitated by events noted above. As a result, the Committee decided that significant qualitative adjustments were called for this year. Discretionary Adjustments to PTE & Corporate Rating In February 2024, the Committee made the following quantitative changes to how the 2023 annual incentives would be determined: •The merger termination fee was added back to PTE. The Committee believes this very roughly balances out against the other key impacts listed in Table CDA.11, two of which remain included in the calculation, and also against significant post-merger increases in ordinary expenses such as marketing. •The FDIC special assessment expense was excluded from the PTE calculation. •Two smaller items, related to asset impairments and a business unit disposition, were excluded from the PTE calculation. The net impact was to reduce calculated PTE by $1.4 million. The Committee also made a non-quantitative adjustment to the fully-adjusted calculated PTE outcome of +10%. Key factors, none of which were weighted in any particular way, considered by the Committee in making this adjustment were: •Net interest income for 2023 was $318 million below budget due to unexpected elevated funding costs, especially related to deposits. •Fixed income and mortgage revenues continued to be down in 2023 due to the continued adverse interest rate environment, including the highly unusual continuation all year of 2022's yield curve inversion. •The management team performed exceptionally well in extremely challenging conditions, maintaining operational performance despite substantial distractions from the termination of the merger transaction while the banking crisis was unfolding. Other Factors As noted above, overall credit quality remained strong in 2023 even with an unexpected single large commercial loan default. The quality of earnings was in line with overall expectations. In the balanced scorecard process, we ranked in the top quartile for six metrics, the bottom quartile for six others, and in the middle quartiles for the others. Several of the top and bottom rankings were driven strongly by the TD transaction, such as 2022's total shareholder return (top rank) vs. 2023's (bottom rank). Final Corporate Rating The quantitative and qualitative determinations leading to the final corporate rating are summarized in Table CDA.12.

  100. 2023 Annual Incentive Outcomes

    2023 Annual Incentive Outcomes

  101. 2023 Annual Incentive Outcomes

    | NEO | Target ($) | Corp. Rating | Indiv. Rating | Incentive Paid ($) | | Mr. Jordan | 1,687,500 | 85% | 100% | 1,434,375 | | Ms. Dmuchowski | 510,000 | 85% | 118% | 510,000 | | Mr. Restel | 700,000 | 85% | 100% | 595,000 | | Mr. Popwell | 700,000 | 85% | 100% | 595,000 | | Ms. LoCascio | 650,000 | 85% | 108% | 595,000 |

  102. Long-Term Incentive Awards

    Long-Term Incentive Awards

  103. 2023 Regular Annual LTI Award Mix

    2023 Regular Annual LTI Award Mix As mentioned above, in 2023, the annual long-term incentive award mix for all NEOs was 60% PSUs, 40% RSUs. The Committee believes that these components provided an appropriate balance between performance and retention. First Horizon granted no compensatory stock option awards in 2023. Further information about each award type is provided in the remainder of this discussion.

  104. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) Consistent with our philosophy to tie a significant portion of our executives’ pay to our long-term performance and align executives' interests with shareholders', the Committee believes PSUs should comprise a majority of the long-term incentive program. PSU awards vest only if pre-defined goals are achieved over a three-year performance period. The metrics are established at the beginning of each performance period. The Committee approves the performance metrics and goals each year based on the company’s objectives at that time, and may change the types and amounts of awards compared to prior years based on desired managerial focus, competitive pressures, and other factors. For the 2023 PSUs, payout is based on how we rank relative to the group of banks included in the KBW regional bank index (symbol KRX), an objective industry comparator group. We believe these metrics and the relative perspective reflect how many shareholders view our performance. Specifically, the vesting percentage of 2023 PSUs will be based on achievement of two metrics: •Our adjusted ROTCE ("A-ROTCE") averaged over the three-year period 2023-2025, ranked against the average ROTCE results of the KRX banks. •A TSR modifier, applied to the A-ROTCE outcome. Our TSR performance will be ranked against the KRX banks. Both rankings will follow our traditional practice: top-quartile performance will result in maximum payout, and bottom-quartile performance will result in 0% (A-ROTCE) payout or minimum (TSR) modification. For the middle quartiles, the percentages are interpolated. The A-ROTCE percentage (of target) will range from 0% to 150% (with 50% the “threshold” level), the TSR percentage will range from 75% to 125%, and the final payout calculation will multiply the two with equal weighting. Dividends accrue until payment and are paid to the extent the underlying units vest.

  105. Performance Stock Units (PSUs)

    | | 71 | 2024 PROXY STATEMENT |

  106. Performance Stock Units (PSUs)

    If the TSR percentage outcome is similar to the ROTCE outcome, the TSR adjustment will amplify the degree to which the overall payout percentage deviates from target. For example, if both percentages are 109%, overall payout will be 119%; if both percentages are 85%, overall payout will be 72%. On the other hand, if one measure is above target and the other is below, the TSR adjustment will moderate the degree to which overall payout will deviate from target. The Committee believes using the TSR modifier in this manner more closely aligns PSU awards with the interests of shareholders. The adjustments to our ROTCE are the same as the required adjustments associated with the 2023 annual incentive opportunity, discussed earlier under Annual Cash Incentive starting on page 68. For the 2023 PSUs, the KRX index represented 50 regional banks, a wider range of institutions than those in our peer group used for most benchmarking purposes. For 2023 PSU awards, the Committee believed that an independently-selected comparator group, like the banks in the KRX index, provided a larger, more stable group against which to measure our performance over a three-year period. This rank structure was continued from recent years primarily because the use of a relative-rank goal rather than an absolute measure should provide a better reflection of our results versus competitors, from an investor perspective. It was chosen in part because of the volatile environment for us and our industry. The awards should self-adapt to industry events that will unfold over a three-year time horizon and cannot be predicted in advance.

  107. Most Recent PSU Performance

    Most Recent PSU Performance The most recent PSUs with final performance determined were granted in February 2020 with a 2020-22 ROTCE performance period, vesting in May 2023. The performance outcome for that award is presented above under Financial Performance Related to Incentives beginning on page 63, especially in Table CDA.4.

  108. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) RSUs align executives’ interests with shareholder interests by providing rewards in stock and rewarding for increases in our stock value. These awards also promote ownership and retention through service-based vesting and our stock ownership guidelines. Regular annual RSUs cliff-vest in March three years after grant if the NEO remains employed with the company through the vesting date. Special RSU awards can and often do have longer vesting periods. Like PSUs, RSUs are settled in shares, and dividends accrue during the vesting period. Dividends are paid in cash if and when the award vests.

  109. Special LTI Awards

    Special LTI Awards The Committee occasionally approves special retention awards on a targeted basis, or in connection with a new-hire situation. As mentioned above in Key Events Shaping 2023 Pay beginning on page 61, in 2022 First Horizon established a major retention program connected with the then-pending TD acquisition. Awards were made throughout the company, consisting of cash, RSUs, or a combination. At the executive level, early in 2023, the Compensation Committee granted two-year fixed-dollar RCU awards to those executives with whom TD had not made its own retention arrangements. Termination of the TD merger agreement in May 2023—just a few days after a third major bank failure—created a retention crisis throughout the company. Unvested regular stock awards had lost more than half of their value over the preceding three months, and the TD retention program was not well suited to our needs post-TD. For the executive team, the Committee responded by canceling all TD-related RCU awards, and granting new three-year RCU awards to all executives other than Mr. Jordan. For additional details, see Critical Retention Problem and Our Retention and Other Responses within Key Events Shaping 2023 Pay beginning on page 61. These special retention RCUs are reflected in Columns (c) through (e) of Table RC.2 within Grants of Plan-Based Awards beginning on page 80. The size of each RCU award was determined primarily based on the executive's position and perceived retention gaps. In August, 2023, the Board of Directors approved a five-year employment agreement with Mr. Jordan. The agreement provided for all major components of his compensation package, and included a special equity award consisting of five-year PSUs ($3 million grant value) and RSUs ($2 million grant value). See Jordan Employment Agreement beginning on page 88 for additional details. The award was an integral part of the employment package offered to Mr. Jordan, with a cliff-vesting period coincident with the five-year employment period. The award is reflected in Column (e) of the Summary Compensation Table (Table RC.1) on page 78 and in Columns (f) through (i)

  110. Special LTI Awards

    | | 72 | 2024 PROXY STATEMENT |

  111. Special LTI Awards

    of Table RC.2 within Grants of Plan-Based Awards beginning on page 80.

  112. Dividends Related to LTI Awards

    Dividends Related to LTI Awards For PSUs and RSUs, cash dividends accrue during the vesting period but are paid (without interest) only if and when the award vests. If an award forfeits, dividends also forfeit.

  113. Valuation of LTI Awards

    Valuation of LTI Awards All regular annual 2023 long-term incentive awards were based upon the 2023 salary rates and incentive mix discussed above. Our closing stock price on the grant date, January 23, 2023, was $24.63 per share. See Incentive Mix on page 67 for details. The $10.58 base price of the performance feature used in the executive retention RCUs was a 20-day average closing price of our stock near the grant date, which was May 6, 2023. Mr. Jordan's special equity awards were valued using the closing price of our stock on the grant date, August 3, 2023, which was $13.41 per share.

  114. Peer Group & Market Benchmarking

    Peer Group & Market Benchmarking

  115. Peer Benchmarking

    Peer Benchmarking The Committee’s independent consultant conducts comprehensive benchmarking of our peer group to provide reference for pay levels as well as program designs for the organization. The Committee uses this information to set or adjust salaries, target incentive opportunities and determine the components of direct compensation for executives. The Committee’s preferences and goals are to set target total direct compensation aligned with peer median, recognizing that individual packages may be higher or lower at any particular time based on individual factors including performance, experience, skills, tenure and retention needs. For the 2023 pay year, executive compensation levels were frozen by the TD merger agreement. Benchmarking and other normal pay-review and pay-adjustment practices were diminished in 2023 for executives. Normal practices resumed after the TD acquisition terminated in May and will be used for 2024 compensation.

  116. Peer Group Composition

    Peer Group Composition To ensure our pay programs are competitive and fair, the Compensation Committee normally reviews the compensation practices of a peer group of selected U.S. banks of roughly comparable size and business mix. The Committee uses peer group data to benchmark our executive compensation and to provide context and reference points when setting pay levels. Our peer group used in 2023 before the TD acquisition terminated was carried over from 2022. The group included 16 regional banks with assets (at December 31, 2022) ranging from $54 billion to $227 billion. Our 2023 peer banks are shown in Table CDA.14a, with First Horizon included for context.

  117. Peer Banks for 2022-2023

    Because the TD acquisition was pending for most of 2022 and the first four months of 2023, the Committee did not revise the peer group for the 2023 pay cycle. In July 2023, after the TD acquisition was terminated, the Committee assessed recent consolidations and failures among regional banks near our size. Based on that review, the Committee significantly revised the peer group for 2024. The new peer group, shown in Table CDA.14b, includes 17 banks, of which seven are new. Based on asset size, First Horizon is closer to the middle of the revised peer group. In table CDA.14b, asset sizes are shown as of March 31, 2023. Although the 2024 peers were not used for 2023 pay generally, they were used to benchmark the pay package offered to Mr. Jordan in his employment agreement signed in August. For additional information, see Jordan Employment Agreement beginning on page 88.

  118. Benefits other than Change in Control

    Benefits other than Change in Control In order to remain competitive in retaining and recruiting talent, we provide retirement and other post-employment benefits that we believe are customary in our industry. Table CDA.15 summarizes the major types of benefits provided to NEOs. Several of these benefits are broad-based, meaning that they are available to most or all full-time associates, and many others are available generally to associates whose compensation levels exceed certain thresholds, regardless of officer status.

  119. Benefits other than Change in Control

    | | 74 | 2024 PROXY STATEMENT |

  120. Change in Control (CIC) Benefits

    Change in Control (CIC) Benefits The financial services industry experiences periods of significant consolidation, driven by efficiency pressures and regulatory compliance cost structures. Although consolidation has created substantial business opportunities for us and others, it also has created substantial personal uncertainties for associates. Our CIC plan and legacy agreements were put in place to address these uncertainties. Our Board of Directors has adopted a Executive Change in Control Severance Plan (the “CIC Plan”). All of the NEOs except Mr. Popwell are participants in the Plan. When it was created, in 2021, we stopped offering individual CIC severance agreements and began offering participation in the CIC Plan. Each legacy CIC severance agreement (discussed below) will remain in place unless the executive is invited to participate in the CIC Plan and agrees to switch. We expect the CIC Plan to supplant the legacy agreements by attrition over time. The CIC Plan provides benefits if employment is terminated in connection with a CIC event. It provides no employment protection if a CIC event occurs—merely benefits if employment ends in particular ways—and it provides no benefits at all absent a CIC event. Also, it provides no tax gross-up protection if benefits exceed certain tax-law limits. Additional information about the CIC Plan is provided under the caption CIC Severance Plan within the Change in Control (CIC) Arrangements section, which begins on page 90.

  121. Change in Control (CIC) Benefits

    | | 75 | 2024 PROXY STATEMENT |

  122. Change in Control (CIC) Benefits

    The primary objective of our CIC Plan is to allow us to compete for executive talent during normal times, mitigating the personal risk that a CIC would present. If a CIC situation arises, the Plan also provides an incentive for our executive team to remain with the company, focused on corporate objectives, during the pursuit, closing, and transition periods that accompany CIC transactions in our industry. We have a legacy CIC severance agreement with Mr. Popwell. It is not an employment agreement. Like the CIC Plan, the agreement provides benefits if employment is terminated in connection with a CIC event, but otherwise provides no employment protection. His and other legacy CIC severance agreements offered benefits similar to the CIC Plan described above and were used for the same purposes: to allow us to compete for executive talent during normal times and to provide an incentive for our executive team to remain with the company, focused on corporate objectives, during the pursuit, closing, and transition periods that accompany CIC transactions. Additional information about these contracts is provided under the caption CIC Severance Agreements within the Change in Control (CIC) Arrangements section, which begins on page 90. Until August 2023, Mr. Jordan also had a legacy CIC severance agreement. He gave up that agreement to participate in the CIC plan. The IBKC merger of equals that closed in 2020 was a CIC transaction under legacy IBKC’s CIC agreements. Mr. Restel signed a letter agreement with regard to his legacy CIC severance agreement with IBKC. Additional information about his letter agreement is provided under the caption Restel Letter Agreement beginning on page 89. Under many of our programs, a CIC event can cause awards or benefits to vest, be paid, or be calculated and paid at target payout levels. The main objective of these features is to allow us to offer competitive compensation packages in an industry where robust periods of consolidation occur. Like our CIC severance agreements, these program features have a double trigger, which means that vesting or payment is accelerated only when a CIC event results in termination of employment.

  123. Clawback Policies & Practices

    Clawback Policies & Practices Performance compensation under our executive bonus programs, long term incentive awards, or otherwise that is paid based on erroneous financial data is recoverable under our Compensation Recovery Policy if the recipient caused the error or is responsible for the data’s accuracy. Additional clawback provisions apply to most types of stock awards if certain misconduct occurs, such as fraud or solicitation; if grant or payment of an award is based on erroneous financial data; or if employment is terminated for cause. The look-back period for recovery for stock awards is two years after vesting. Under our Erroneously Awarded Compensation Recovery Policy, adopted in 2023, certain financial restatement events will trigger an assessment by the Compensation Committee to determine if previously-paid executive compensation was incorrectly too high. If compensation paid was too high, we are required to recover the overpayment from each applicable executive. The Policy requires recovery whether or not the executive is at fault in relation to the restatement or the overpayment. Generally, the Policy applies only to compensation that has performance conditions to vesting (e.g., bonuses and PSUs) or had performance conditions to initial grant (e.g., bonus-driven RSUs), and applies only to executives. If the same compensation is subject to recovery under more than one policy, it may be recovered only once.

  124. Compensation Consultants

    Compensation Consultants For 2023, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to provide analysis and advice on all executive and director compensation-related matters, including peer group development, market benchmarking, trends and best practices, and incentive program design. Among other things, Meridian assisted the Committee in its reviews of compensation program actions recommended by management in 2023. Key engagement items were: •Review and discuss written Committee materials in preparation for meetings •Confer with the Committee chair and management regarding compensation matters •Regularly meet with the Committee •Provide observations on current external trends and developments •Advise the Committee regarding executive programs for annual cash incentives and long-term equity awards approved during and for 2023 •Advise the Committee regarding current peer and market practices related to annual incentive, long- term incentive, and change in control plans and programs •Advise the Committee regarding the CIC Plan and CIC arrangements •Assist the Committee in preparing for shareholder outreach and engagement The Committee determined that Meridian is independent and has no other relationships with the Company or management. Additional information concerning our use of compensation consultants appears under the caption Use of Consultants, which begins on page 24.

  125. Summary Compensation Table

    Summary Compensation Table The amounts shown in the Summary Compensation Table, Table RC.1, represent all compensation earned by our NEOs for 2023, including amounts deferred by those persons, for all services rendered in all capacities to us and our subsidiaries. Compensation amounts from the prior two years are also included. Additional compensation information is provided in the remainder of this Recent Compensation section. No NEO who served as a director was separately compensated as a director.

  126. Summary Compensation Table

    Summary Compensation Table

  127. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | NEO Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compen-sation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compen-sation ($) | Total ($) | | D.B. Jordan 1 Chairman, President, & CEO | 2023 | 1,087,418 | — | 9,243,562 | — | 1,434,375 | 1,134,668 | 143,018 | 13,043,041 | | | 2022 | 1,060,900 | — | 4,243,600 | — | 1,830,053 | — | 103,216 | 7,237,769 | | | 2021 | 1,030,000 | — | 4,815,250 | — | 1,545,000 | 868,537 | 155,709 | 8,414,496 | | H. Dmuchowski 2 SEVP & Chief Financial Officer | 2023 | 600,000 | — | 899,980 | — | 510,000 | 12,508 | 69,660 | 2,092,148 | | | 2022 | 600,000 | — | 900,000 | — | 586,500 | — | 307,263 | 2,393,763 | | | 2021 | 57,692 | — | 375,000 | — | 500,000 | — | 6,100 | 938,792 | | A.J. Restel 3 President—Regional Banking | 2023 | 700,000 | — | 1,399,969 | — | 595,000 | — | 55,848 | 2,750,817 | | | 2022 | 700,000 | — | 1,400,000 | — | 805,000 | — | 66,564 | 2,971,564 | | | 2021 | 675,000 | — | 2,485,000 | — | 725,000 | — | 55,252 | 3,940,252 | | D.T. Popwell President—Specialty Banking | 2023 | 700,000 | — | 1,399,969 | — | 595,000 | 53,513 | 101,783 | 2,850,265 | | | 2022 | 700,000 | — | 1,400,000 | — | 805,000 | — | 98,428 | 3,003,428 | | | 2021 | 700,000 | — | 1,540,000 | — | 700,000 | — | 124,012 | 3,064,012 | | T.S. LoCascio 4 SEVP & Chief Operating Officer | 2023 | 650,000 | — | 1,299,971 | — | 595,000 | 30,964 | 67,227 | 2,643,162 | | | 2022 | 650,000 | — | 1,300,000 | — | 747,500 | — | 85,524 | 2,783,024 |

  128. Summary Compensation Table

    1 Stock award column includes five-year special equity PSUs (grant date value of $3 million) and RSUs (grant date value of $2 million) granted in August 2023 in connection with Mr. Jordan's employment agreement. See Jordan Employment Agreement beginning on page 88. 2 Ms. Dmuchowski joined First Horizon in November 2021. She did not receive annual stock awards for 2021, but did receive a retention award of RSUs as an inducement to join us. 3 Late in 2021, Mr. Restel received a special award of retention RSUs connected with his promotion to President—Regional Banking, with a grant date value of $1 million. 4 Ms. LoCascio first became an NEO in 2022. Explanations of certain columns follow: Col (c) Salary. Cash salary is shown in full, whether or not deferred. Ms. Dmuchowski's salary started in November 2021. Col (d) Bonus. Column (g) shows the annual cash incentive awards for each year under our bonus plan for executive officers, to the extent earned and whether or not deferred. Column (d) reports discretionary off-plan bonuses, if any. No NEO received a Col (d) bonus for any of the years shown. Cols (e)-(f) Grant Date Accounting Values. Columns (e) and (f) show the grant date fair value of the awards using the accounting methods applicable to our financial statements, with no discount for the risk of forfeiture. The

  129. Summary Compensation Table

    | | 78 | 2024 PROXY STATEMENT |

  130. Summary Compensation Table

    grant date values ignore future changes in our stock price and are shown based on target (100%) performance for the PSUs. The actual values realized by an award holder are likely to differ substantially from the grant date values shown in Table RC.1. Col (e) Stock Awards. Column (e) includes the accounting grant date values of RSU and PSU awards granted by First Horizon during each year. These do not represent amounts paid or earned; they are the values attributed to awards under applicable accounting rules. Col (e) Regular PSUs. PSUs are performance based, using a three-year performance period. Eventual payout may be higher or lower than the accounting values used in column (e) and may be zero. PSUs also have a service-vesting requirement. For the years shown, PSU performance depends upon our adjusted ROTCE ranking relative to certain peer banks during the performance period, and a total shareholder return (TSR) modifier, also measured against peers. PSUs will vest if threshold or higher performance goals are achieved during the performance period and if the holder remains employed with the company through the vesting date. PSUs settle with shares rather than cash. In column (e), PSU amounts are shown at their original accounting values assigned at grant. Those accounting values are substantially less than the possible payouts if all performance conditions are maximally achieved. Col (e) CEO Special Equity PSUs. In 2023, in connection with his employment agreement, we granted Mr. Jordan $3 million of special equity PSUs and $2 million of special equity RSUs. The PSUs were structured similarly to the regular annual PSUs in 2023, except the performance period is five years from July 1, 2023 through June 30, 2028, and the service period is satisfied August 3, 2028. See Jordan Employment Agreement beginning on page 88. Col (e) PSU Maximum Values. Table RC.1a provides a summary of the maximum payouts of the PSU awards granted, both regular and retention, to each NEO based on our stock values on the respective grant dates.

  131. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Table RC.2 provides information about the annual cash incentive opportunity established for, and the grants of PSUs, RSUs, and performance-based RCUs during, 2023. In this table each annual incentive (cash bonus) opportunity is considered a “Non-Equity Incentive Plan Award” in columns (c) through (e) and is noted as "Cash"; each retention RCU award with a performance feature is considered a “Non-Equity Incentive Plan Award” in columns (c) through (e) and is noted as "PRCU"; PSUs and special equity PSUs are considered to be “Equity Incentive

  132. Grants of Plan-Based Awards

    | | 80 | 2024 PROXY STATEMENT |

  133. Grants of Plan-Based Awards

    Plan Awards” in columns (f) through (h); and RSUs and special equity RSUs are shown as “All Other Stock Awards” in column (i). Each row represents a separate award grant; a column for a row is blank if it does not apply to the type of award listed in that row or if the dollar amount is zero. No stock options were granted to any NEO in 2023.

  134. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  135. Outstanding Equity Awards at Fiscal Year-End 2023

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards | | | | | Stock Awards | | | | | NEO | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexer-cised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock Held that have not Vested (#) | Market Value of Shares or Units of Stock Held that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Mr. Jordan | 110,871 | — | | 19.73 | 3/2/2024 | | | | | | | 120,385 | — | | 18.69 | 3/2/2025 | | | | | | | 116,655 | — | | 15.43 | 3/2/2026 | | | | | | | 94,340 | 31,446 | | 15.90 | 3/2/2027 | | | | | | | | | | | | 463,558 | 6,563,981 | 627,838 | 8,890,186 | | Ms. Dmuchowski 1 | | | | | | 57,106 | 808,621 | 51,774 | 733,120 | | Mr. Restel 1 | 8,182 | — | | 16.01 | 1/9/2030 | | | | | | | | | | | | 163,528 | 2,315,556 | 126,411 | 1,789,980 | | Mr. Popwell | 12,475 | — | | 15.43 | 3/2/2026 | | | | | | | 12,767 | 12,768 | | 15.90 | 3/2/2027 | | | | | | | | | | | | 105,795 | 1,498,057 | 128,110 | 1,814,038 | | Ms. LoCascio 1 | 3,686 | — | | 15.43 | 3/2/2026 | | | | | | | 4,403 | 4,403 | | 15.90 | 3/2/2027 | | | | | | | | | | | | 114,629 | 1,623,147 | 106,823 | 1,512,614 |

  136. Outstanding Equity Awards at Fiscal Year-End 2023

    1 Includes a new-hire RSU award to Ms. Dmuchowski (22,590 shares), and major-promotion RSU awards to Mr. Restel (59,594 shares) and Ms. LoCascio (29,797 shares), all granted in 2021. Also includes special five-year PSU (223,713 shares) and RSU (149,142 shares) awards to Mr. Jordan granted in 2023 under his employment agreement. Explanations of certain columns in Table RC.3 follow: Col (c) Unvested Options. Column (c) reports unvested stock options. The vesting dates of options reported in column (c) are summarized in Table RC.3a:

  137. Pension Plans

    Pension Plans We operate two defined benefit retirement plans: a broad-based tax-qualified pension plan and an unfunded nonqualified pension restoration plan limited to associates for whom the qualified benefit is limited by tax law. The restoration plan extends the benefit beyond that tax law limit. The two plans effectively provide a single pension benefit. The plans were closed to new hires in 2007, and benefits were frozen at year-end 2012. Credited service years do not increase after 2012, and changes in compensation are ignored. Pension benefits are based on average compensation for the highest 60 consecutive months of the last 120 months of service prior to 2013, length of service prior to 2013, and social security benefits. Covered compensation includes cash salary reportable to the IRS plus pretax contributions under the savings plan and employee contributions under the flexible benefits plan, and excludes bonuses, commissions, other deferred compensation, and incentives. A “normal” pension benefit provides a monthly payment to the associate for life beginning at retirement at age 65. Participants under age 65 who are at least age 55 with 15 years of service may retire early with a reduced pension benefit. A participant may make other elections which change the benefit, including a spousal benefit election, a minimum (certain) payment term, and a lump sum benefit (restoration plan only). Table PEC.1 shows estimated normal retirement benefits under the pension plans as of December 31, 2023. Messrs. Jordan and Popwell are the only NEOs who participate in the pension plans.

  138. Pension Benefits at Year-End 2023

    Pension Benefits at Year-End 2023

  139. Pension Benefits at Year-End 2023

    | (a) | (b) | (c) | (d) | (e) | | Name | Plan | No. of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mr. Jordan | Qualfied | 6 years | 305,282 | — | | | Restoration | 6 years | 889,047 | — | | Mr. Popwell | Qualified | 6 years | 334,839 | — | | | Restoration | 6 years | 425,864 | — |

  140. Pension Benefits at Year-End 2023

    Explanations of certain columns follow: Col (c). This column shows full years of credited service, unchanged since 2012. Col (d). Column (d) reflects the actuarial present value of each NEO’s accumulated benefit. The computation: (i) was made by a pension plan actuary; (ii) used the same measurement date used for our 2023 financial statements except that retirement age is assumed to be 65; and (iii) used the projected unit credit cost method, which recognizes cost in an increasing pattern as a participant approaches retirement. The 2023 discount rates are 5.00% for the qualified pension plan and 4.90% for the non-qualified pension restoration plan and reflect the expected average term until settlement of each of these plans. The assumptions on which the amounts presented in the table are based are discussed in note 17 to our financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2023.

  141. Pension Benefits at Year-End 2023

    | | 86 | 2024 PROXY STATEMENT |

  142. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans We provide a traditional deferral plan for executives and many other associates, not qualified under tax rules, which allows participants to defer receipt and taxation of cash salary and bonus. Deferred amounts are credited to accounts and earnings accrue according to the provisions of the plan. Participants have some discretion regarding the length of the deferral period, the investment criteria upon which earnings are based, and whether payout will be lump sum or an annuity. A commonly selected deferral period lasts until employment terminates. Our qualified savings (401(k)) plan allows an associate to make contributions of salary into a plan account, subject to limits imposed by tax laws. We provide a 100% match under the qualified savings plan for the first 6% of salary each eligible participant (having at least one year of service) elects to contribute to the plan. We have adopted a nonqualified savings restoration plan for those associates, including executives, whose base salary exceeds the tax limits imposed on the qualified savings plan. The restoration plan provides a nonqualified vehicle for employees to participate in a savings plan beyond the tax law limits. Unlike the qualified plan, the restoration plan is unfunded. The restoration plan offers many of the same investment options as the qualified plan, but our stock is not among those. Both the traditional nonqualified plan and the savings restoration nonqualified plan are unfunded, meaning that no trust holds funds or investments for any of the accounts other than, in certain cases, a rabbi trust that our management cannot access but that our creditors could access in case of our bankruptcy. Legally, each plan account is an unsecured debt we owe the participant. Each account is fully vested and non-forfeitable. Except for the timing of payments, plan accounts are not reduced or enhanced by termination of employment, change in control, or other event. We reduce the risk of our obligations under our nonqualified deferred compensation plans by purchasing investments designed to track the performance of the investment elections made by participants. The qualified savings plan has no such risk to us because all accounts are fully funded with the plan’s trust holding the investments selected by each participant. Information concerning account activities and balances of the NEOs with respect to both nonqualified deferred compensation plans is presented in Table PEC.2. Information related to the qualified savings plan is not included in the table.

  143. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  144. Impact of CIC on Unpaid Compensation Items

    | Compensation Item | Impact of CIC | Key Factors | | Nonqualified Deferred Compensation Plans | Limited impact | Accounts are paid into rabbi trusts when a CIC occurs. CIC itself has no effect on the timing or amount of payment. | | CIC Severance Agreements & Executive CIC Severance Plan | Cash payment and other benefits if employment terminates. | All CIC agreements and plans have a double-trigger feature where benefits are triggered only if employment terminates. Benefits are discussed in the next section. |

  145. Impact of CIC on Unpaid Compensation Items

    Under the pension restoration plan, a lump sum payment is made to participants representing the present value, using a discount rate of 4.2%, of the participant’s scheduled projected benefits actuarially adjusted based on the participant’s age at the time of the CIC event. For participants under age 55, the CIC calculation is made assuming age 55 has been reached.

  146. Pay Versus Performance

    Pay Versus Performance The following table is presented as required by proxy disclosure rules. As discussed below, each of the compensation amounts presented in columns (b) through (e) is a composite of amounts actually paid or owed, plus amounts granted based on values at grant, and plus or minus adjustments which FHN does not employ in its compensation programs or decisions. Moreover, the amounts presented in columns (d) and (e) represent averages of those composites for four, five, or six executive officers, some of whom experienced major job changes in one or two of the years presented which substantially increased or reduced their total compensation for those years. For further information, see the column explanations below and Relation of Pay to Performance beginning on page 95.

  147. Pay Versus Performance

    Pay Versus Performance

  148. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Value of Initial Fixed $100 Investment Based on: | | FHN Net Income (millions of $s) | FHN 3-yr-avg Adjusted Return on Tangible Common Equity (A-ROTCE)* | | | | | | | FHN Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2023 | 13,043,041 | (11,688,459) | 2,584,098 | (1,044,319) | 131.82 | 143.30 | 916 | 18.38% | | 2022 | 7,237,769 | 17,866,977 | 4,464,277 | 6,279,548 | 217.90 | 143.87 | 912 | 17.48% | | 2021 | 8,414,496 | 11,818,805 | 3,641,125 | 2,576,321 | 141.55 | 154.57 | 1,010 | 24.45% | | 2020 | 5,580,188 | (6,406,047) | 11,989,412 | 13,708,341 | 106.73 | 113.11 | 857 | 14.10% | | 2019 | 5,551,044 | 8,735,703 | 3,195,845 | 2,866,345 | 130.43 | 123.87 | 452 | 17.39% |

  149. Pay Versus Performance

    * For each row, A-ROTCE shown is an average for the three-year performance period ended with the year shown in column (a). A-ROTCE for 2023 has not yet been reviewed and accepted by the Compensation Committee for purposes of final 2021-2023 performance determinations. Explanations of certain columns follow: Cols (b) & (d). Summary Compensation Table (SCT) data. Each year we report total compensation of our CEO and of four to six additional named executive officers ("NEOs") in the Summary Compensation Table. This year's SCT—Table RC.1—appears on page 78, and this year we have four NEOs in addition to the CEO. Total compensation for each of the NEOs is presented each year in the SCT as required by proxy disclosure rules. Col (d). Average SCT data. For each year, Column (d) presents the average total compensation for the NEOs other than our CEO. Each year, the identity of the other NEOs varies, as shown in Table PVP.2 below. Moreover, in three instances, other NEOs had departed before year-end, and in one instance an NEO was hired late in the year. The circumstances of departure (retirement, negotiated separation, simple resignation) substantially altered the compensation outcomes for those persons in those years. The averaging calculations use each total "as is"; the calculations do not annualize or normalize any person's compensation for any given year. Cols (c) & (e). Compensation Actually Paid (CAP). The information presented in these columns adjusts the SCT data in specific ways prescribed by the proxy disclosure rules. Although the CAP information does include amounts actually paid, it also includes amounts not yet earned or paid as well as amounts that do not represent specific and direct dollar obligations. Supplemental details concerning the two CAP columns, including the names of each NEO each year as well as the adjustments made, is presented under the caption Supplemental and Supporting Information beginning on page 94 below. Col (e). Average CAP data. For each year, Column (e) presents the average of the total "compensation actually paid" for the NEOs other than our CEO. Col (f). FHN TSR. For each year under column (f), Table PVP.1 shows the dollar value of $100 invested in FHN common stock on the last trading day of 2018 measured as of the last trading day of the year in question. All dividends are assumed reinvested, all transaction costs are assumed to be zero, and all taxes are ignored. For example, the "2021" row shows that value measured over the 3-year period December 31, 2018 through December 31, 2021. Col (g). Peer TSR. FHN uses different peer groups for different purposes. See Peer Group & Market Benchmarking beginning on page 73 for further information. For several years (including 2023) the peer group we use

  150. Pay Versus Performance

    | | 93 | 2024 PROXY STATEMENT |

  151. Pay Versus Performance

    d for a TSR performance measure used in long-term stock awards has been the Keefe, Bruyette & Woods (KBW) Regional Bank Index, which is publicly reported under the trading symbol KRX. The peer group TSR data in column (g) relates to the KRX Index. As with column (f), for each year under column (g), the table shows the dollar value of $100 invested in a fund that exactly matches the KRX index on the last trading day of 2018 measured as of the last trading day of the year in question. All dividends are assumed reinvested, all transaction costs are assumed to be zero, and all taxes are ignored. KRX returns are market-capitalization weighted: the largest banks in the index have a much larger impact on index performance than the smallest banks. Col (h). FHN Net Income. Column (h) shows, for each year, FHN's net income as reported in our Annual Reports on Form 10-K, in the Consolidated Statements of Income appearing in Item 8 of each Report. Col (i). 3-Year-Average Adjusted Return on Tangible Common Equity (A-ROTCE). For all five of the years shown in Table PVP.1, we have used adjusted return on average tangible common equity, or "A-ROTCE," as the primary driver of performance outcomes of our executive PSUs. For each of those PSUs, our A-ROTCE for each of the three performance years was averaged and ranked against the 3-year average ROTCE reported by each bank in the KRX Index. A median ROTCE rank by FHN would result in target (100%) PSU performance before adjustment for our TSR rank. Top-quartile rank would result in top (150%) ROTCE performance, while bottom-quartile rank would result in zero payout. For a given year, ROTCE is our net income available to common shareholders divided by our average (for the year) tangible common equity. "Tangible" equity removes goodwill and certain other amounts from total equity, and "common" equity means that preferred stock is excluded. The categories of PSU adjustments to ROTCE are set at the time of grant; although they could change from year to year, they have been fairly consistent over this period. Adjustments to arrive at A-ROTCE are made for certain specified items, including changes in accounting principles and certain unusual or non-recurring items, such as litigation settlements. Also, income and expenses recognized for pending or completed mergers, certain divestitures, and certain other strategic events are removed from A-ROTCE calculations. See Performance Stock Units within the section captioned Long-Term Incentive Awards, which begins on page 71, for additional information. The A-ROTCE numbers shown in Table PVP.1 have been approved by the Compensation Committee except for 2023, which will be submitted for approval in April 2024. Col (i). A-ROTCE used for PSUs vs. Adjusted ROTCE presented in quarterly earnings announcements. The adjustments used to calculate A-ROTCE usually are not the same as those used to calculate adjusted ROTCE disclosed each quarter in our earnings announcements. A-ROTCE, as mentioned above, is adjusted as prescribed by the PSU terms established at each grant date, applicable for the entire three year performance period. In contrast, our earnings announcements usually list certain "notable items" that had an unusual and significant impact on earnings that quarter. Adjusted income measures, including ROTCE, are presented each quarter to show the degree of those impacts and to show normalized earnings, to help make quarter-to-quarter and year-to-year comparisons more meaningful. In many instances a notable item for earnings disclosures is also an amount excluded from A-ROTCE calculations. However, notable items are not always excluded from A-ROTCE, and some A-ROTCE adjustments may not be viewed as notable in a given quarter.

  152. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee We are required to disclose a comparison of the 2023 total compensation of our CEO with that of our median-paid associate. For that purpose, we selected the median associate using total federally taxable income reported by us for 2021 to the U.S. Internal Revenue Service. The median associate was that person, employed by us at year-end 2023, whose 2021 taxable income ranked at the fiftieth percentile of all our associates other than the CEO. For this purpose, all associates included part-time and seasonal personnel as well as persons who joined us during the year. Total compensation for our CEO in 2023, calculated using the methodology reported in the Summary Compensation Table section starting on page 78, was $13,043,041. Total compensation for our median associate for 2023, calculated using the same methodology, was $66,007. The ratio of 2023 total compensation for the CEO in relation to that for the median associate is 198 to one. The information disclosed in this section was developed and is provided solely to comply with specific legal requirements. We do not use any of this information in managing our company. We do not believe this information provides shareholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, nor for comparing our company with any other in any meaningful respect.